NOTE

 

 

 

 

 

 

$7,000,000.00 February 14, 2012

 

FOR VALUE RECEIVED, the undersigned, RAVEN DRILLING, LLC (“Borrower”), unconditionally promises to pay to the order of RBS ASSET FINANCE, INC. (“Lender”) the principal sum of Seven Million and 00/100 DOLLARS ($7,000,000.00), which is the Original Principal Amount of the Loan made by Lender on the date hereof pursuant to that certain Loan Agreement dated as of September 19, 2011 (together with any and all amendments or supplements thereto, the “Loan Agreement”) between Borrower and Lender.  Borrower shall make payments of interest only from the date of this Note until September 1, 2013.  Principal shall be payable on each Payment Date beginning October 1, 2013 in installments as set forth on Schedule A hereto, with a final installment (in the amount necessary to pay in full this Note) due and payable on March 1, 2017, which is the Stated Maturity Date for this Note and the related Loan, or earlier upon acceleration pursuant to the Loan Agreement.  Borrower also promises to pay interest on the unpaid principal amount hereof from the date hereof, which is the Closing Date for this Note and the related Loan, until maturity (whether by acceleration or otherwise) and, after maturity, until paid.  Except as otherwise provided in the Loan Agreement, interest shall accrue on this Note at a rate per annum equal to 4.5883% and shall be payable on each Payment Date.

 

Payments of both principal and interest are to be made without set-off or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by Lender pursuant to the Loan Agreement.

 

Borrower may prepay this Note only in accordance with the terms of the Loan Agreement, and in connection with any such prepayment, however, no prepayment shall occur prior to the first anniversary of the Closing Date, Borrower shall pay to Lender a Prepayment Fee equal to the sum of 3% of the amount prepaid if prepayment is after the first anniversary of the Closing Date of this Note but on or prior to the second anniversary of the Closing Date for this Note, 2% of the amount prepaid if prepayment is after the second anniversary of the Closing Date of this Note but on or prior to the third anniversary, 1% of the amount prepaid if prepayment is after the third anniversary of the Closing Date of this Note but on or prior to the fourth anniversary and 0% thereafter.

 

This Note evidences Indebtedness incurred under the Loan Agreement and is secured by the Collateral described in the Loan Agreement, including, without limitation, the Collateral described on the Collateral Schedule referencing this Note.  This Note is subject to the terms and conditions set forth in the Loan Agreement.  Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

Borrower hereby irrevocably authorizes Lender to make (or cause to be made) appropriate notations on the Schedule A attached to this Note (or on any continuation of or supplements to such schedule), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate applicable to, the Loan evidenced hereby.  Such notations shall be, absent manifest error, evidence of the information so set forth therein; provided, however, that the failure of Lender to make any such notations shall not limit or otherwise affect any Obligations of Borrower.

 

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

 

 

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IN WITNESS WHEREOF, Borrower has caused this Note to be executed by its officer and duly authorized as of the day and year first above written.

 

 

BORROWER:

 

 

By __________________                                                                      

Name ________________                                                                      

Title _________________